Service Level Agreement

12 January 2017 15:08

Background

This Service Level Agreement (“SLA”) is entered into by and between ExorLive AS (“EXORLIVE”) and you (the “Customer”) in relation to the delivery and use of ExorLiveTM, which includes, but is not limited to, the user interface, software and associated information, whether presented in a tangible or non-tangible form, including drawings, photographs, videos and sound and image elements (“Media elements”), printed materials as well as online electronic documentation, on websites owned by EXORLIVE or third parties, as well as mobile and tablet device software applications (collectively, the “System”). This SLA is binding for the Organization or business, the professional user and the personal user / end user (the “Customer”) that enters into a License Agreement (the “Customer”).

The purpose of the SLA is to further establish the service policy provided by EXORLIVE in relation to the installation of, use of and access to the System by the Customer and its employees and contacts (“Customer Users”) and supplies the applicable License Agreement and EXORLIVE’s General Terms & Conditions for Sale.

Uptime Warranty

In addition to Scheduled Maintenance meeting the requirements of Section 4 below, there may be events that from time to time will make the System inaccessible for a limited amount of time due to unforeseen software, hardware, network, power and/or Internet outages (“Service Interruption”). EXORLIVE will, however, guarantee that the System will be available at least 99% of the time within the hours of [06.00 a.m – 24.00 p.m CET], measured on a six (6) month basis beginning on the effective date of this Agreement, and at least 98% of the time within the hours of [06.00 a.m – 24.00 p.m CET] measured on a calendar month basis (collectively, the “Uptime Warranty”).

At the event of any Service Interruption, EXORLIVE will make all reasonable endeavors to restore the System at the earliest possible opportunity. However, EXORLIVE assumes no additional responsibility or liability for any Service Interruption event outside the reasonable control of EXORLIVE.

Security and Backup

EXORLIVE will use reasonable security precautions on the System, including those listed on [ Security of ExorLive ], to promote the secure transmission of the Customer’s information to and from the System, and storage of Customer’s information on the System. EXORLIVE will perform and maintain a daily backup of the System to be performed every 24 hours.

Except when necessary for the fulfillment of the Agreement between EXORLIVE and the Customer, EXORLIVE will not divulge information provided by the Customer to any third party in any identifying form. Information provided by and stored on the System by the Customer and its Customer Users will be deleted from the System by EXORLIVE upon the earlier of the Customer’s / Customer User’s request or within three hundred and fifty-six (356) business days after the termination of the Agreement.

Scheduled Maintenance

As long as EXORLIVE complies with the limitations contained in this Section, EXORLIVE is permitted to perform periodic maintenance on the System for purposes of system upgrades, maintenance, and backup procedures (“Scheduled Maintenance”). All Scheduled Maintenance will either be performed seamlessly to the Customer Users (so that they are unaware of the Scheduled Maintenance) or, if not seamless, will be provided upon advance notice to the Customer (EXORLIVE will provide such notice through prominently displaying the planned Scheduled Maintenance on the System through the Customer User log-in screen or as listed on http://docs.exerciseorganizer.com). During the time of Scheduled Maintenance, EXORLIVE reserves the right to update, upgrade, modify and enhance the System from time to time. Such updates, upgrades, modifications, and enhancements will not, however, materially diminish the functionality or security of the System.

Support - service hours

EXORLIVE will provide support via e-mail, Monday-Friday, to answer questions from Customer and Customer Users regarding the installation, login and use of the System (“Level 1 support"). Further support will be operated Monday-Sunday to address and repair technical issues and problems regarding the System (“Level 2 support”). Support may be provided by a third party supplier at EXORLIVE’s discretion.

E-mail enquiries will be addressed and answered within 48 hours of the Customer or Customer User’s first enquiry provided such enquiry is received by EXORLIVE.

Notwithstanding the above, EXORLIVE reserves its right to choose to publish information about Service Interruptions and similar information updates reasonably believed to cause a negative effect on the stability and/or functionality of the System as well as answers to frequently asked questions (FAQ's), within the time limited stipulated above, as an alternative to a direct e-mail reply to the Customer. The Customer has an obligation to familiarize him-/herself with such information before contacting EXORLIVE’s support service.

Technical help documentation shall be made available at http://docs.exerciseorganizer.com. Telephone help desk support is not covered by this SLA and must be agreed upon specifically in a separate written agreement between the Customer and EXORLIVE.

The Customer and the Customer Users are solely responsible, at their own expense, for providing all Internet access, including (but not limited to) acquiring, installing and maintaining all necessary telephone/broadband equipment, Internet access, hardware, software and other equipment to connect to, install, access, and use the System (“own equipment”). EXORLIVE will neither provide Level 1 support nor Level 2 support pertaining to issues related to technical issues with the Customer and the Customer Users’ own equipment. Likewise, EXORLIVE reserves its right to charge the Customer for support not covered by the SLA according to the price list published on [ http://docs.exerciseorganizer.com].

Information - Communication

EXORLIVE shall make available all relevant information regarding Scheduled Maintenance, general Level 2 support issues, and other technical issues affecting the System at http://docs.exerciseorganizer.com]. E-mails to EXORLIVE shall be sent by the Customer and the Customer Users to the following addresses: support@exorlive.com.

Help desk phone number(s) will be provided in a separate agreement between EXORLIVE and the Customer.

Remedies

In the event that EXORLIVE fails to meet the Uptime Warranty at any time during the Term, then, as the Customer’s sole and exclusive remedies for that particular breach of the Uptime Warranty, the Customer may (i) terminate the Agreement in accordance with its terms; and/or (ii) seek damages upwards limited to the damages awarded according to the License Agreement.

Miscellaneous

In case of a conflict between this SLA and the applicable License Agreement and / or accompanying Terms & Conditions of Use, this SLA shall prevail. This SLA shall be governed by and construed in accordance with the laws of Norway. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of Oslo City over any claim or matter arising under or in connection with this SLA or the legal relationships established by this SLA.

This SLA is only binding when the System is hosted on a server that is serviced by ExorLive AS. When hosted at a customer server the customer is responsible for Uptime, maintenance, security and backuproutines. The Customer shall be responsible for providing the same level of uptime as ExorLive AS to ensure a good user experience. ExorLive can only be hosted on a customer server that ExorLive As has approved and can access at any time.